To,
The Members,
ATVO Enterprises Limited
(Formerly Known as Vandana Knitwear Limited)
Your directors are pleased to present the thirty-first (31st) Annual Report
on the business and operations of the Company together with the Audited Financial
Statements for the financial year ended 31st March 2026:
1. FINANCIAL PERFORMANCE
The financial results of your Company for the Financial Year ended 31st
March 2026 are summarized below
(Rs. in Lakhs)
Particulars |
2025-26 |
2024-25 |
| Income from Business Operations |
598.24 |
444.80 |
| Other Income |
77.08 |
72.34 |
Total Turnover |
675.33 |
517.14 |
| Less: Expenditure except Depreciation |
645.82 |
501.12 |
Profit before Depreciation & Tax |
29.51 |
16.02 |
| Less: - Depreciation |
0.71 |
0.78 |
| Add: Exceptional Item |
- |
- |
Profit after depreciation and Interest |
28.80 |
15.24 |
| Less: - Current Income Tax (incl. earlier year tax) |
7.56 |
3.83 |
| Less: -Deferred Tax |
(0.25) |
0 |
Net Profit /Net Loss after Tax |
21.49 |
11.41 |
Earnings per share (Basic-Weighted Average)-Based on Current year Net
profit |
0.02 |
0.01 |
Earnings per Share (Diluted-Weighted Average) -Based on Current year
Net profit |
0.02 |
0.01 |
2. STATE OF COMPANY'S AFFAIRS:
During the year under review the company has generated total Income of Rs. 675.33 lakhs
as compared to previous financial year which was Rs. 517.14 lakhs. The company has
achieved net profit of Rs.21.49 lakhs as compared to previous financial year which was
Rs.11.41 Lakhs.
3. SHARE CAPITAL
As on 31st March 2026, the Share Capital structure of the Company stood as follows:
Particulars |
No of Shares |
Amount (Rs.) |
Authorized Share Capital |
|
|
| Equity Shares of Rs. 1/- each |
20,00,00,000 |
20,00,00,000 |
Issued, Subscribed and Paid-up Share Capital |
|
| Equity Shares of Rs. 1/- each |
10,69,85,070 |
10,69,85,070 |
There was no change In the Authorized share capital of the Company during the financial
year 2025-2026. The Authorized share capital of the Company 20,00,00,000 divided into
20,00,00,000 Equity Shares of Rs. 1/- each.
There was no change In the Paid-Up share capital of the Company during the financial
year 2025-2026. The Paid-up Share Capital of the Company 10,69, 85,070 divided into
10,69,85,070 Equity Shares of Rs. 1/- each.
Also, during the Financial Year 2025-26; there were
- No Buy Back of Equity Shares.
- No Employee Stock Option Plan was passed.
- No Further public offers.
- No Fresh Issue of Equity Shares by way of Bonus Allotment on Right Issue Basis
Depository System:
As the members are aware, the Company's Equity shares are compulsorily tradable in
electronic form. As on 31st March 2026, the total listed capital of the Company was
10,69,85,070 Equity Shares out of which 10,67,51,538 Equity Shares were held in
Dematerialized Form comprising 99.78% of Issued Capital.
The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate
that the transfer, except transmission and transposition, of securities shall be carried
out in dematerialized form only with effect from 1st April 2019. In view of the
numerous advantages offered by the Depository system as well as to avoid frauds, members
holding shares in physical mode are advised to avail themselves of the facility of
dematerialization from either of the depositories. The Company has, directly as well as
through its RTA, sent intimation to shareholders who are holding shares in physical form,
advising them to get the shares dematerialized.
4. DIVIDEND
In consideration of the future plans of the company the Board of Directors decided to
retain profits and plough back in business. The Board did not recommend payment of any
dividend for the financial year 2025-26.
5. TRANSFER TO RESERVE
The Board of Directors of the company did not approve transfer of amount to reserve
during the year ended on March 31, 2026.
6. CHANGES IN PROMOTERS OF THE COMPANY
During the Financial Year 2025-2026, there is no change in the promoters of the
Company.
7. CHANGE IN NATURE OF BUSINESS ACTIVITY
During the Financial Year 2025-2026, there is no change in the nature of business
activity of the Company.
8. CORPORATE SOCIAL RESPONSIBILTY
The Provision of Section 135 of the Companies Act, 2013 are not applicable to the
Company.
9. INFORMATION ABOUT SUBSIDIARY/ JV/ASSOCIATE COMPANY
As on 31st March, 2026, the Company does not have any Subsidiary, Joint
venture or Associate Company and the provisions regarding disclosure of names of companies
which ceased to be the subsidiary, joint ventures or associate companies are not
applicable.
10. LISTING WITH STOCK EXCHANGE
The Equity Shares of the Company are listed on BSE (Bombay Stock Exchange) Limited. The
Listing fee for the financial year 2025-2026 has been paid by the Company.
11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
There are changes in the Directorship of the Company since the last Annual General
meeting.
As on March 31, 2026, The Board of Directors of the Company comprises of following Six
(6) Directors:
Sr. No Name |
DIN |
Date of Appointment |
Designation |
| 1. NARESH KUMAR GATTANI |
00125231 |
29/03/2021 |
Managing Director |
2. CHITRA NARANIWAL |
09077116 |
25/05/2023 |
Non-Executive Independent Director |
3. ARPIT JAIN |
10166012 |
25/05/2023 |
Non-Executive Independent Director |
4. SIDDHARTH JAIN |
10164421 |
25/05/2023 |
Non-Executive Independent Director |
| 5. SIDDHARTH GATTANI |
07418858 |
30/08/2025 |
Executive Director |
| 6. SHORYA GATTANI |
06597345 |
30/08/2025 |
Executive Director |
KEY MANAGERIAL PERSONNEL
During the Year under review, following persons were key managerial personnel of
the company.
| Mr. Naresh Kumar Gattani |
: Chairman & Managing Director |
| Mr. Archit Patodi |
: CFO |
| Ms. Kirti Agarwal |
: Company Secretary & Compliance Officer |
Appointment
The Board of Directors on the recommendation of Nomination and remuneration Committee,
appointed Mr. Siddharth Gattani (DIN: 07418858) and Mr. Shorya Gattani (DIN: 06597345) as
an Additional Director (Executive Non-Independent) of the Company, with effect from August
30, 2025.
Subsequently, the appointment of Mr. Siddharth Gattani and Mr. Shorya Gattani as
Directors of the Company was approved by the members at the Annual General Meeting of the
Company held on September 29, 2025. Accordingly, both Mr. Siddharth Gattani and Mr. Shorya
Gattani were appointed as Executive Directors of the Company.
Resignations/Retirements along with facts of resignation:
1. During the Year, Mrs. Charul Gattani resigned from the post of Executive Director as
on 30.08.2025 due to pre- occupation.
2. Resignation of Mr. Archit Patodi from the post of CFO from the Board of the Company
with effect from the closure of business hours on May 04th, 2026 (After the financial
year ended but before reporting period)
Retire by rotation and Re-appointments:
Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are
not liable to retire by rotation. Further Section 152(6) of the Companies Act, 2013
stipulates that 2/3rd of the total number of directors of the public company should be
liable to retire by rotation and out of such directors, 1/3rd should retire by rotation at
every Annual General Meeting of the company.
Further, as per the terms of appointment, the Managing Director of the Company is not
liable to retire by rotation.
Further, Mr. Siddharth Gattani (DIN 7418858), Executive Director of the Company retires
by rotation at the ensuing Annual General Meeting and being eligible, offer himself for
re-appointment.
No other changes have taken place in composition of Board of Directors and Key
Managerial Personnel of the Company during the year under review.
15. AUDITORS
STATUTORY AUDITORS
M/s Naresh Maheshwari & Co., Chartered Accountants, bearing (Firm Registration
No.007113C) who are the Statutory Auditors of the company. The shareholders of the Company
at the 29th Annual General Meeting held on 28th September 2024, have
appointed M/s. Naresh Maheshwari & Co., Chartered Accountants (Firm Registration
No.007113C) as the Statutory Auditors for a term of 5 (five) consecutive years, from the
conclusion of 29th Annual General Meeting till the conclusion of 34th
Annual General Meeting.
The Audit Report on the Financial Statements for the Financial Year ended on 31st
March, 2026, issued by M/s. Naresh Maheshwari & Co., Chartered Accountants, is
unmodified and do not contain any qualifications, reservations or adverse remarks. The
information referred in Auditor's Report are self-explanatory and hence do not require any
further clarification.
SECRETARIAL AUDITOR
The Board of Directors had appointed M/s R K Jain & Associates, Practicing Company
Secretaries (Membership No. FCS 4584; CP No. 5866 Peer Review Certificate No. 1361/2021,
valid up to 31.07.2026) as Secretarial Auditors of the Company for first term of
consecutive five years commencing from the Financial Year 2025-26 to Financial Year
2029-30. In consonance with the requirements of Section 204 of the Companies Act, 2013 and
rules made there under and Regulation 24A of the SEBI (LODR) Regulations and also approved
by the members in the 30th Annual General Meeting.
Accordingly, they have conducted Secretarial Audit for the financial year 2025-2026 and
a Secretarial Audit Report issued by M/s R K Jain & Associates, Practicing Company
Secretaries (Membership No. FCS 4584; CP No. 5866 Peer Review Certificate No. 1361/2021,
valid up to 31.07.2026), for the financial year ended 31st March, 2026 in form
MR-3, is given as an Annexure to this Report.
Pursuant to provisions of Regulation 24A of Listing Regulations the Secretarial
Auditors have also issued Annual Secretarial Compliance Report for the F.Y. 2025-26 and
the same is available on the Company's website.
The remarks given by the board on the observations of Secretarial Auditor as given in
Secretarial Audit report.
The Board of Directors has taken note of the observations made by the Secretarial
Auditor. The observations primarily relate to (i) non-publication of financial results in
newspapers as required under Regulation 47 of the SEBI LODR Regulations, (ii) delayed
entries in the designated software due to technical issues, (iii) delayed submission of
financial results under Regulation 33, (iv) delayed submission of proceedings of the
Annual General Meeting under Regulation 30(6), (v) delayed submission of clarification
sought by BSE Limited regarding significant movement in the price of the securities, and
(vi) delay in disclosure of reasons for delay in submission of financial results.
The Company has taken note of the aforesaid observations and has strengthened its
internal compliance monitoring mechanism. The management has been advised to ensure timely
monitoring and adherence to all applicable statutory and regulatory requirements,
including the SEBI LODR Regulations, and to take necessary corrective and preventive
measures to avoid recurrence of such instances in future.
The Board shall continue to monitor the compliance framework to ensure timely and
effective compliance with applicable laws, rules and regulations.
INTERNAL AUDITORS
Pursuant to Section 138 of the Companies Act, 2013 read with The Companies (Accounts)
Rules 2014, the Board of Director at its meeting held on 21st May, 2025, has
appointed Mr. Vivek Agnihotri as the internal auditors of the Company to undertake the
Internal Audit of the Company for FY 2025-26. The role of internal auditors includes but
not limited to review of internal audit observations and monitoring of implementation of
corrective actions required, reviewing of various policies and ensure its proper
implementation.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, cost audit and maintenance of cost records is not
applicable to the Company for the Financial Year 2025-26. Therefore, requirement of cost
auditor is not applicable.
16. MANAGEMENT DISCUSSIONS & ANALYSIS
Your directors adhere to the requirements set out In Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosures Requirements) Regulation, 2015, and have implemented
all the prescribed requirements. In pursuant to Regulation 34(3) of the SEBI {Listing
Obligations and Disclosures Requirements) Regulation, 2015, the Report on Management
Discussions & Analysis has been incorporated in the Annual Report and forms an
integral part of the Directors' Report and provides overview of the business and
operations of the Company.
17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the financial year, no significant and material orders were passed by the
Regulators or Courts or Tribunals impacting the going concern status and future operations
of the Company.
18. RELATED PARTY TRANSACTIONS
All the related party transactions that were entered during the financial year are done
on arm's length basis.
Relevant Form for disclosure of particulars of contracts/arrangements entered into by
the company with related parties referred to in sub-section (1) of section 188 of the
Companies Act, 2013 is given in Annexure-B to this Report.
In accordance with the provisions of Section 188 of the Act and rules made thereunder,
all the contracts/arrangements/transactions entered into by the Company during the year
under review with
Related Parties were on an arm's length basis and in the ordinary course of business.
All related party transactions were approved by the Audit Committee as per the provisions
of the Act and the listing regulations. The policy on related party transactions is
available on the Company's website.
During the period under review, the Company had not entered into any contract /
arrangement / transaction with related parties which could be considered material in
accordance with the Policy on Materiality of and Dealing with Related Party Transactions.
The details of the Related Party Transactions are set out in the Notes to Financial
Statements forming part of this Annual Report. During the year under review, there are no
material significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons and their relatives which
may have a potential conflict with the interest of the Company at large. Also, the Company
has a process in place to periodically review and monitor Related Party Transactions.
There were no transactions requiring disclosure under Section 134(3)(h) of the Act.
The Policy on Related Party transactions is available at the website of the Company
under the link
http://www.vandanaknitwear.com/downloads/policy-on-dealing-with-related-party-transactions-amended.pdf
19. DEPOSITS
During the year under review, Company has not accepted/renewed any public deposits
under Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 and
as such, no amount of principal or interest was outstanding as of the Balance Sheet date.
20. CORPORATE GOVERNANCE
Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are applicable to the Company.
The Company is committed to maintain the high standards of Corporate Governance and
adhere to the requirements set out in Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements),2015. Pursuant to regulation 34(3) of the SEBI (Listing
Obligations and Disclosure Requirements), 2015, the Reports on Corporate Governance have
been incorporated in the Annual Report and form an integral part of the Board's Report.
Certificate from Practising Company Secretary, M/s R K Jain & Associates,
Practicing Company Secretaries, regarding compliance of the conditions of the Corporate
Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements),2015
form part of Annual Report. That section also include: Details about the number of
meetings of the Board held during 2025-26, composition of the Audit Committee. All
the recommendations given by the Audit Committee were accepted by the Board
The Company also filed with the Stock Exchanges, the quarterly Integrated Report on
Corporate Governance in terms of the SEBI Listing Regulations.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The requisite information with regard to conservation of energy, technology absorption
and foreign exchange Earnings and outgo, in terms of the Section 134(3)(m) of the
Companies Act, 2013, read with Companies (Accounts) Rules, 2014 is given below:
S No. Conservation of Energy |
Remarks |
| 1. the steps taken or impact on conservation of energy |
Nil |
| 2. the steps taken by the company for utilizing alternate sources of
energy |
Nil |
| 3. the capital investment on energy conservation equipment |
Nil |
| 1. the efforts made towards technology absorption |
Nil |
| 2. the benefits derived like product improvement, cost reduction, product
NIL |
Nil |
| development or import substitution |
|
| 3. in case of imported technology (imported during the last three years
reckoned |
Nil |
| from the beginning of the financial year) |
|
| 4. the details of technology imported |
Nil |
| 5. the year of import |
Nil |
| 6. whether the technology been fully absorbed |
Nil |
| 7. if not fully absorbed, areas where absorption has not taken place, NIL |
Nil |
| and the reasons thereof; and |
|
| 8. the expenditure incurred on Research and Development |
Nil |
| 1. The Foreign Exchange earned in terms of actual inflows during the year |
Nil |
| 2. The Foreign Exchange outgo during the year in terms of actual outflows |
Nil |
Further, there were no foreign exchange earnings and outgo during the year under
review.
22. MEETINGS OF THE BOARD
The Board met 6 (Six) times during the financial year 2025-26 i.e., on 21.05.2025,
02.08.2025, 13.08.2025, 30.08.2025, 13.11.2025 and 09.02.2026. The necessary quorum was
present for all the meetings. The details of number of Board Meetings and the attendance
of the Directors are provided in the Corporate Governance Report forming part of the
Board's Report. The maximum interval between any two meetings did not exceed 120 days (as
prescribed under the Companies Act, 2013, Listing Regulations and Secretarial Standards-1
issued by the Institute of Company Secretaries of India (ICSI).)
Board Meetings |
|
Attendance |
Date of Meeting |
Total Number of directors as on the date of meeting |
Number of directors attended |
% of attendance |
| 21.05.2025 |
5 |
5 |
100 |
| 02.08.2025 |
5 |
5 |
100 |
| 13.08.2025 |
5 |
5 |
100 |
| 30.08.2025 |
5 |
5 |
100 |
| 13.11.2025 |
6 |
6 |
100 |
| 09.02.2026 |
6 |
6 |
100 |
During the year under review, the Company convened its 30th Annual
General Meeting (AGM) on Monday, 29th September, 2025.
Further, details of the meetings of the Board and its Committees are given in the
Corporate Governance Report, which forms part of the Annual Report.
During the year under review, a separate meeting of the Independent Directors of the
Company was held on February 09, 2026 to discuss and review the performance of all other
non- independent Directors, Chairperson of the Company and the Board as a whole and for
reviewing and assessing the matters as prescribed under Schedule IV of the Companies Act,
2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
23 . DIRECTORS' RESPONSIBILITY STATEMENT
The Directors would like to inform the Members that the Audited Accounts for the
financial year ended March 31, 2026, are in full conformity with the requirement of the
Companies Act, 2013. The Board of Directors of the Company hereby state and confirm that:
Pursuant to Section 134(5) sub section 3 (c) of the Companies Act, 2013,
i. in the preparation of the annual accounts for the year ended March 31,2026, the
applicable accounting standards have been followed along with proper explanation relating
to material departures;
ii. the directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
iii. the directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
iv. the directors have prepared the annual accounts on a going concern basis;
v. the directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and
vi. The directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
24. HUMAN RESOURCE DEVELOPMENT
During the period under review, the personal and industrial relations with the
employees remained cordial in all respects. Your Company consider its Human Resources as
the key to achieve its objective. Keeping this in view, your Company take utmost care to
attract and retain quality employees. The Company believes that, by effectively managing
and developing human resources, it can achieve its vision, a significant effort has been
undertaken to develop leadership as well as technical/ functional capabilities in order to
meet future talent requirement.
Information as per Rule 5(1) of Chapter XIII, The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is shown in Corporate Governance
Section.
During the year, there was no employee receiving remuneration exceeding Rs.
1,02,00,000/- (Rupees One Crore Two Lakhs only) per annum and/or Rs. 8,50,000/- (Rupees
Eight Lakhs Fifty Thousand only) per month. So, no disclosure required as per prescribed
under the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
There were no employees posted and working in a country outside India, not being
Directors or relatives, drawing more than the amount prescribed under the Rule 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, the
details are not required to be circulated to the Members and also not required to be
attached to this Annual Report.
25. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance,
Board committees and Individual Directors pursuant to the provisions of the Act and the
Corporate Governance requirements as prescribed by Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements),
Regulations 2015 ("SEBI Listing Regulations").
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directors on the basis of the criteria such as the Board composition and structure,
effectiveness of Board processes, information and functioning, conduct as per Company
values & beliefs, contribution towards development of the strategy & business
plan, risk management, receipt of regular inputs and information, codes & policies for
strengthening governance, functioning, performance & structure of Board Committees,
skill set, knowledge & expertise of Directors, preparation & contribution at Board
meetings, leadership, etc. The performance evaluation of the respective Committees and
that of Directors was done by the Board excluding the Director being evaluated.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the
Individual Directors on the basis of the criteria such as the contribution of the
individual Director to the Board and Committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent Directors, performance of non-independent
directors, performance of the Board as a whole and performance of the Chairman was
evaluated, taking into account the views of Executive Directors and Non-executive
Directors. The same was discussed in the board meeting that followed the meeting of the
Independent Directors, at which the performance of the Board, its committees and
individual Directors was also discussed. Performance evaluation of independent directors
was done by the entire board, excluding the Independent Director being evaluated. The
evaluation process has been explained in the corporate governance report section in this
Annual Report.
26. DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have given their declaration to the Company stating their
independence pursuant to Section 149(6) of the Companies Act, 2013 and complied with the
code for Independent Directors prescribed in schedule IV of the Companies Act, 2013 and
Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. They have further declared that they are not debarred or disqualified from being
appointed or continuing as directors of companies by the SEBI /Ministry of Corporate
Affairs or any such statutory authority. In the opinion of Board, all the Independent
Directors are persons of integrity and possess relevant expertise and experience including
the proficiency. All Independent directors of the company are registered on IICA
Independent Director database. Further, Independent Directors fulfill the conditions of
appointment as specified in the SEBI (Listing Regulations) and in the Companies Act, 2013
and are Independent of the Management.
27. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS:
As required under Regulation 46(2) (i) of the Listing Regulations, the Company has put
in place a familiarization program for the Independent Directors to familiarize them with
their role, rights and responsibilities as Directors, the working of the Company, nature
of the industry in which the Company operates, business model etc, the details of
familiarization programs conducted during the Financial Year is placed on the Company's
website and the same can be accessed at www.vandanaknitwear.com.
28. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Nomination and Remuneration Committee has laid down the criteria for Director's
appointment and remuneration including criteria for determining qualification, positive
attributes and independence of a Director. The following attributes/criteria for selection
have been laid by the Board on the recommendation of the Committee:
the candidate should possess the positive attributes such as leadership,
entrepreneurship, business advisor or such other attributes which in the opinion of the
Committee are in the interest of the Company; the candidate should be free from any
disqualification as provided under Sections 164 and 167 of the Companies Act, 2013;
the candidate should meet the conditions of being independent as stipulated under the
Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges, in case of
appointment as an independent director; and the candidate should possess appropriate
educational qualification, skills, experience and knowledge in one or more fields of
finance, law, management, sales, marketing, administration, corporate governance,
technical operations, infrastructure or such other areas or disciplines which are relevant
for the Company's business.
The Policy of the Company on Directors' appointment and remuneration including criteria
for determining qualifications, positive attributes, independence of a Director and other
matters provided under sub-section (3) of section 178, is appended as Annexure A to this
Report. The Policy has been posted on the website of the Company
http://www.vandanaknitwear.com/investor-relations.asp .
29. COMMITTEES OF THE BOARD
AUDIT COMMITTEE:
Your Company has a duly constituted Audit Committee, its composition as well as charter
are in line with the requirements of Section 177 of Companies Act, 2013 read with the
rules made thereunder and Regulation 18 of the SEBI (Listing Obligation & Disclosure
Requirements) Regulations, 2015. The Audit Committee of the Company comprises of Mrs.
Chitra Naraniwal (Chairperson), Mr. Arpit Jain & Mr. Siddharth Jain as Members.
The details relating to the same are given in Corporate Governance Report forming part of
the Annual Report. During the year under review, all the recommendations made by the Audit
Committee were accepted by the Board.
NOMINATION & REMUNERATION COMMITTEE ("NRC")
Pursuant to provisions of Section 178 of the Companies Act, 2013 read with the rules
made thereunder and Regulation 19 of the listing regulations, the Company has duly
constituted Nomination and Remuneration Committee. The details relating to the same are
given in Corporate Governance Report forming part of this Annual Report.
The Nomination and Remuneration Committee of the Company comprises of Mr. Arpit Jain
(Chairperson), Mrs. Chitra Naraniwal and Mr. Siddharth Jain as Members.
The Committee identifies persons qualified to become Directors, and recommends to the
Board the appointment, remuneration and removal of the Directors and senior management.
The Committee's role also includes formulation of criteria for evaluation of performance
of the Directors & the Board as a whole. All the recommendations made by the
Nomination and Remuneration Committee during the year were accepted by the Board.
Stakeholder's Relationship Committee
The Stakeholders' Relationship Committee of the Company is constituted in line with the
provisions of section 178 of the Companies Act, 2013 to be read with Regulation 20 of the
SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The
Stakeholders' Relationship Committee of the Company comprises of Mr. Siddharth Jain
(Chairperson), Mrs. Chitra Naraniwal & Mr. Arpit Jain as Members.
The details with respect to the composition, powers, roles, terms of reference, number
of meetings held, attendance at the meetings etc. of Statutory Committees are given in
detail in the Corporate Governance Report.
30. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:
There have been no material changes and commitments, if any, affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of the report.
31. ENVIRONMENT AND POLLUTION CONTROL:
The terms relating to compliance with all relevant statutes relating to the environment
and pollution control in the area of environment are not applicable.
32. RISK MANAGEMENT POLICY
The Company has framed a sound Internal Risk Management System to identify and evaluate
business risks and opportunities and the same has become integral part of Company's day to
day operations. The key business risks identified by the Company are as follows viz.
Industry Risk, Management and Operations Risk, Market Risk, Government Policy risk,
Liquidity risk, and Systems risk. The Company has in place adequate mitigation plans for
the aforesaid risks. The Audit Committee and Board are supervising the proper risk
identification and mitigation process.
The Company has adopted a Risk Management Policy with the objective of ensuring
sustainable business growth with stability and to promote a pro-active approach in
reporting, evaluating and resolving risks associated with the business. The detailed Risk
Management framework has been provided in the Management Discussion and Analysis Report of
the Company which is integral part of the Annual Report
The Policy is available under the link
http://www.vandanaknitwear.com/downloads/risk-assessment-and-management-policy.pdf.
33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company has always believed in providing a safe and harassment free workplace for
every individual working in its premises through various interventions and practices. The
Company always endeavors to create and provide an environment that is free from
discrimination and harassment including sexual harassment.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013 ("POSH Act"). Internal Complaints Committee (ICC) has been
set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.
During the financial year under review, the Company has complied with all the
provisions of the POSH Act and the rules framed thereunder. Further details are as follow:
a Number of complaints of Sexual Harassment received in the Year |
Nil |
| b Number of Complaints disposed off during the year |
Nil |
| c Number of cases pending for more than ninety days |
Nil |
34. MATERNITY BENEFIT:
The Company declares that it has duly complied with the provisions of the Maternity
Benefit Act, 1961. All eligible women employees have been extended the statutory benefits
prescribed under the Act, including paid maternity leave, continuity of salary and service
during the leave period, and post-maternity support such as nursing breaks and flexible
return-to-work options, as applicable. The Company remains committed to fostering an
inclusive and supportive work environment that upholds the rights and welfare of its women
employees in accordance with applicable laws.
35. EMPLOYEE REMUNERATION:
(A) None of the employees of the company was in receipt of the remuneration exceeding
the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies
(Appointment and Remuneration of Managerial Personnel) of the Companies Act, 2013 during
the year under review.
Further, disclosures pertaining to remuneration and other details as required under
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is also given under
Annexure C & D
(B) The ratio of the remuneration of each director to the median employee's
remuneration and other details in terms of sub-section 12 of Section 197 of the Companies
Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are forming part of this report.
36. LOANS GUARANTEES OR INVESTMENTS
During the year under review, the Company has not given any Loan, Guarantee or provided
Security In connection with a loan nor has made any investment under the section 186 of
the Companies Act, 2013.
37. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Your Company has sound and adequate internal control systems commensurate with its size
and nature of business. We constantly upgrade our systems for incremental improvements.
The Audit Committee of the Board periodically reviews these systems. These systems ensure
protection of assets and proper recording of transactions and timely reporting. Internal
audit is conducted out by an independent professional firm on regular basis. The Audit
Committee also regularly reviews the periodic reports of the Statutory Auditors, Internal
Auditors and Accounts departments. The Company has trained the staff in order to upgrade
with the recent changes in the taxation like GST. Audit Committee constantly tries to add
value by evaluating existing systems.
The Audit Committee has satisfied itself on the adequacy and effectiveness of the
internal financial control systems laid down by the management. The Statutory Auditors
have confirmed the adequacy of the internal financial control systems over financial
reporting.
The details in respect of internal financial control and their adequacy are included in
the Management discussion and Analysis, forming part of this annual report
38. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
As per Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR)
Regulations, your Company has formulated an effective Vigil Mechanism which provides a
robust framework for dealing with genuine concerns & grievances. Specifically,
employees can raise concerns regarding any discrimination, harassment, victimization, any
other unfair practice being adopted against them or any instances of fraud by or against
your Company. During the Financial Year under review no complaint was received by the
Company.
The whistle blower policy of the company is available on company's website
www.vandanaknitwear.com. In pursuance of the provisions of section 177(9) & (10) of
the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine
concerns has been established. During the year under review, no protected disclosure
concerning any reportable matter in accordance with the Vigil Mechanism and Whistle Blower
Policy of the Company was received by the Company.
39. ANNUAL RETURN
As required under Section 134(3)(a) of the Act, the Annual Return for the financial
year ended on 31st March 2026 in Form MGT-7 pursuant to section 92(3) of the
Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules,
2014 is put on the Company's website and can be accessed at
http://vandanaknitwear.com/investor-relations.asp.
40. CODE OF CONDUCT:
The Board has laid down a code of conduct for board members and senior management
personnel of the Company. The code incorporates the duties of independent directors as
laid down in the Companies Act, 2013. The Board members and senior management personnel
have affirmed compliance with the said code of conduct. A declaration in this regard
signed by the Managing Director is given at the end of the Corporate Governance Report.
41. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and General Meetings and approved by the Central
Government under section 118(10) of the Companies Act, 2013.
42. DETAILS OF APPLICATION MADE OR PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE,
2016:
During the year under review, there were no applications made or proceedings pending in
the name of the Company under the Insolvency and Bankruptcy Code, 2016.
43. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time Settlement of loans taken from
Banks and Financial Institutions.
44. REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors, Secretarial Auditors, Internal
Auditors and Cost Auditors have not reported to the audit committee, under Section 143
(12) of the Companies Act, 2013, any instances of fraud committed against the Company by
its officers or employees, the details of which would need to be mentioned in the Board's
report.
45. PREVENTION OF INSIDER TRADING:
The Board has adopted a revised Code of Prevention of Insider Trading based on the SEBI
(Prohibition of Insider Trading) Regulations, 2015. All the Directors, senior management
employees and other employees who have access to the unpublished price sensitive
information of the Company are governed by this code. During the year under Report, there
has been due compliance with the said code of conduct for prevention of insider trading.
46. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the
provisions of Section 125 of the Companies Act, 2013 do not apply.
47. ACKNOWLEDGEMENT
Your Board acknowledges with appreciation, the invaluable support provided by the
Company's stakeholders, auditors, advisors and business partners, all its customers for
their patronage. Your Board records with sincere appreciation the valuable contribution
made by employees at all levels and looks forward to their continued commitment to achieve
further growth and take up more challenges that the Company has set for the future.
